PARTNER TERMS OF USE

Welcome to Roobrik.

By using Roobrik or signing up for an account, you’re agreeing to these Partner Terms of Use (“Terms”, “Terms of Use”). Please read these Terms carefully.

Roobrik (the “Service”) is a service offered through the URL roobrik.com (the “Site” or “Website”) and other related sites that provides engagement tools, decision aids and resources to end users, and acts as an engagement, recruitment, acquisition and/or customer qualification tool for Partners. The Service is operated by Roobrik, Inc. (“us”, “we”, “our”, the “Company”), a Delaware corporation. Roobrik has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Partner” according to this agreement (or “you”).

By using the Service, or signing up for an account, you’re agreeing to these Terms. If you do not agree to all of these Terms, do not use this Site or Service.

These Terms, which include our Privacy Policy, define the terms and conditions under which you’re allowed to use Roobrik, and how we’ll treat your account while you’re a Partner. If you have any questions about our terms, you can contact us.

ACCOUNT

1. Eligibility

In order to use Roobrik, you must:

Be at least eighteen (18) years old and able to enter into contracts;

Agree to the Terms; and

Provide true, complete and up-to-date contact information.

By using Roobrik, you represent and warrant that you meet all the requirements listed above, and that you won’t use Roobrik in a way that violates any laws or regulations. Roobrik may refuse service, close accounts of any users, and change eligibility requirements at any time.

2. Subscription Term

The Subscription Term (“Term”) begins when you sign up for Roobrik and continues as long as you use the Service, or as outlined in your Services Agreement. Signup occurs once you’ve executed a Services Agreement and acknowledged these Terms. In the future, signup may occur once you’ve created an account on our Website, a process that will include agreeing to these Terms.

If you sign up for Roobrik on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.

3. Access

During the Term, Partner will receive a non-exclusive, non-assignable, royalty-free, worldwide right to access and use the Service solely for its internal business operations subject to the terms of this Agreement and the Services Agreement.

4. Closing your Account

Roobrik may terminate this Agreement at any time and for any reason by giving Notice to the Partner. Partner may terminate this Agreement by providing 30-day written notice.

We may suspend our Service to you at any time, with or without cause. Once terminated, we may permanently delete your account and all the data associated with it. You retain the rights to the information collected prior to account termination.

5. Changes

We may change these Terms with or without notice to you by posting a revised version on our Website. We may, at our sole discretion, notify you via email. Your continued use of the Site and Service indicate your acceptance of new Terms. We may change the Website, the Service, or any features of the Service at any time.

6. Account and Password

At a certain point, you may be asked to create an account for the Service. You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.

7. Account Disputes

We will not arbitrate disputes over who owns an account. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on contact information listed for that account.

PAYMENT

8. Invoicing and Payment

Our charges are disclosed in your Services Agreement, which you execute prior to using the Service. In the future, our charges may be posted on our Website instead of included in a separate Services Agreement. If any part of a month is included in the Term, then payment is prorated for the number of days of the partial month included in the Term.

Roobrik will invoice Partner for all fees on a monthly, periodic, or annual basis, as outlined in your Services Agreement. Partner agrees to pay all undisputed invoices within 30 days of receiving the invoice. All fees are stated in United States Dollars and must be paid by Partner to Roobrik in United States Dollars.

In the future, Roobrik may not use Services Agreements and instead may post fees online and allow Partners to use credit cards to pay online for an amount according to the product package or plan selected by the Partner on the Site. In this case, a monthly subscription requires payment due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). An annual subscription requires payment due for any year on the same or closest date to the day you made your first annual payment.

9. Credit Cards

As long as you’re a Partner, or you have an outstanding balance with us, you’ll provide us with valid credit card information and authorize us to deduct the charges against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and may suspend your account until your payment can be processed.

10. Refunds

Except as expressly provided otherwise, Service fees are non-refundable.

11. Charges for Additional Lead Reports

If you exceed the number of Lead Reports included in your subscription fee, you’ll be charged on a per-report basis at the price listed in your Services Agreement or posted on the Website for the additional Lead Reports on the subsequent Pay Date.

12. Billing Changes

We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email. New fees will take effect immediately unless expressly outlined otherwise in your Services Agreement.

13. Taxes

Roobrik shall bill Partner for applicable taxes as a separate line item on each invoice, unless Partner can provide a valid sales tax exemption certificate at the time of invoice or within 90 days of the invoice date. Partner shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Partner’s purchase and use of the Service. Partner is not liable for taxes based on Roobrik’s net income, capital or corporate franchise.

SYSTEM AVAILABILITY & SUPPORT

14. Service Level Agreement (“SLA”)

System Availability is defined as the number of minutes in a year that the key components of the Service are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from
(a) Scheduled maintenance,
(b) Events of Force Majeure (see section 36),
(c) Malicious attacks on the system,
(d) Issues associated with the Partner’s computing devices, local area networks or internet service provider connections,
(e) Inability to deliver services because of acts or omissions by any partner of user.

Roobrik reserves the right to take the Service offline for scheduled maintenance, for which Partner has been provided reasonable notice. Roobrik reserves the right to change its maintenance window upon prior notice to Partner.

Roobrik Service will achieve System Availability (as defined above) of at least 99.9% during each calendar year of the Term.

15. Support & Maintenance Services

Support and maintenance are included with the Service and Partner is entitled to the following:
(a) Telephone or electronic support to help Partner locate and correct problems with the Software.
(b) Bug fixes and code corrections to correct Software defects
(c) All extensions, enhancements and other changes that Roobrik makes or adds to the Software and provides to all other Partners of the Service without charge.

16. Response and Resolution Goals

Definitions

Business hours: 9am – 5pm ET, Monday through Friday, except holidays

Fix: the repair or replacement of a Software component to remedy a Problem

Problem: a defect in software as defined in Roobrik’s standard Software specification that significantly degrades such Software

Respond: acknowledgement that Roobrik received support inquiry

Workaround: a change in the procedures followed or data supplied by Partner to avoid a Problem without substantially impairing Partner’s use of the Software

Problem Severity

Response Goals

Resolution Goals

1. The production system is creating a significant impact to the Partner’s business function, preventing that function from being executed.

Roobrik will respond within 4 business hours.

Upon confirmation of receipt, Roobrik Customer Support personnel begin continuous work on the Problem. A Partner resource must be available at any time to assist with Problem determination. Customer Support will provide reasonable effort for Workaround or Fix within 3 business days, once the Problem is reproducible or once we have identified the defect. Roobrik may incorporate Fix in future release of Software.

2. The production system or application is moderately affected. There is no Workaround currently available or the Workaround is too cumbersome to use.

Roobrik will respond within 8 business hours.

Customer Support will provide reasonable effort for Workaround or Fix within 7 business days, once the Problem is reproducible. Roobrik may incorporate Fix in future release of Software.

3. The production system or application issue is not critical: no data has been lost, and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available Workaround.

Roobrik will respond within 16 business hours.

Customer Support will provide reasonable effort for Workaround or Fix within 10 business days, once the problem is reproducible. Roobrik may incorporate Fix in future release of Software.

4. Non-critical issues, general questions, enhancement requests, or the functionality does not match documented specifications.

Roobrik will respond within 24 business hours.

Resolution of Problem may appear in future release of Software.

17. Accessing Support

Partners may email Roobrik Support at support@roobrik.com. Partners may call Roobrik Support at (919) 695-7110. Roobrik Support is available during business hours, 9am – 5pm ET Monday through Friday, except holidays.

RIGHTS

18. Proprietary Rights Owned by Us

You will respect our proprietary rights in the Website and the software used to provide Roobrik (including patents, trademarks, service marks, trade secrets and copyrights).

19. Proprietary Rights Owned by You

You retain ownership of the information and data collected through your instance of the Service. We may use or disclose your information and data only as described in these Terms and the Privacy Policy. We may use your brand assets to facilitate setup of your co-branded instance of the Service, as well as to assist in Roobrik sales and marketing efforts, as is reasonable.

20. Privacy Policy

We may use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms.

RULES AND ABUSE

21. Reporting Abuse

If you think anyone is violating these Terms or violating copyrights, please notify us immediately.

22. Compliance with Laws

You represent and warrant that your use of Roobrik will comply with all applicable laws and regulations. You’re responsible for determining whether our Service is suitable for you to use in light of any regulations like HIPAA, GLBA, EU Data Privacy Laws, or other laws. If you’re subject to regulations (like HIPAA) and you use our Service, we will not be liable if our Service doesn’t meet the requirements of those regulations. You may not use our Service for any unlawful or discriminatory activities.

LIABILITY

23. Limitation of Liability

To the maximum extent permitted by law, you assume the full responsibility for any loss that results from your use of the Website and the Service, including any downloads from the Website. We and our Team will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.

24. No Warranties

To the maximum extent permitted by law, we provide the material on the Website and the Service as-is. We don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.

25. Indemnity

You agree to indemnify and hold us and our Team harmless for any losses, including attorney fees, that result from any claims you make that aren’t allowed under these Terms due to a Limitation of Liability or other provision. You also agree to indemnify and hold us harmless from any losses, including attorney fees, that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.

26. Attorney Fees

If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable attorney fees and any damages or other relief we may be awarded.

27. Equitable Relief

If you violate these Terms, then we may seek injunctive relief or other equitable relief.

28. Subpoena Fees

If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

29. Disclaimers

We and our Team aren’t responsible for the behavior of any advertisers, linked websites, or other Partners. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services linked to from our Site or Service.

You further acknowledge and agree that Roobrik shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-­party websites or services that you visit.

CONFIDENTIALITY

30. Confidential Information

Confidential information is any information disclosed by a party to the other party, directly or indirectly, which,
(a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary”,
(b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure,
(c) is specifically deemed to be confidential by the Terms of this Agreement, or
(d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of information itself.

Confidential Information will also include information by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Partner Content as contemplated by this Agreement, Partner Content is deemed Confidential Information of Partner. Roobrik software and Documentation are deemed Confidential Information of Roobrik.

31. Confidentiality

During the Term of this Agreement, and for 5 years thereafter (perpetually in the case of software), Roobrik and Partner will treat as confidential all Confidential Information of the other party and will not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement. Neither party will disclose such Confidential Information to a third party. Without limiting the foregoing, Roobrik and Partner will use the same degree of care, and not less than a reasonable degree of care, it uses to prevent the disclosure of its own Confidential Information to prevent disclosure of the other party’s Confidential Information.

Each party will promptly notify the other of any actual or suspected misuse or unauthorized disclosure of the other’s Confidential Information. Neither party will reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the other party’s Confidential Information and which are provided to the party under this Agreement.

Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of services on behalf of the receiving party.

32. Exceptions

Confidential Information excludes information that:
(a) Is known publicly at the time of disclosure or becomes known publicly after disclosure through no fault of the receiving party,
(b) Is known to the receiving party, without restriction, at the time of disclosure of becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
(c) Is independently developed by the receiving party without the use of the Confidential Information as demonstrated by the written records of the receiving party.

The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided the receiving party shall use reasonable effort to promptly notify the other party prior to such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of the Services Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of the Services Agreement to those with a need to know and under duty of confidentiality (such as an accountant, lawyers, bankers and investors).

33. Personal Data

Roobrik may provide Partner with personally identifiable information regarding end users who access the software. Partner acknowledges and agrees that this information is confidential and will only be used for contacting the end user to determine whether he or she may benefit from the Partner’s service offerings.

Partner will not disclose this information to any third party and will comply with all applicable federal and state laws governing the use, disclosure, and maintenance of such information. Partner will not under any circumstances provide Roobrik with any personally identifiable information (including any health information) about an end user. If Partner does provide such information, Roobrik will delete it immediately. Roobrik’s use of such data will comply with all requirements of its governing Terms and Privacy Policy.

Roobrik retains ownership of data in aggregate and anonymized form and may use it for a variety of purposes including, but not limited to, generating profiles of caregivers to share with industry Partners, investors, and other Partners.

GENERAL

34. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

35. Choice of Law

The State of North Carolina laws, except for conflict of laws rules, will apply to any dispute related to these Terms or the Service. Any dispute related to the Terms, the Privacy Policy, or the Service itself will be decided by the state and federal courts in Guilford County, North Carolina, and each party will be subject to the jurisdiction of those courts.

36. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, or acts of hackers or third-party internet service providers.

37. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability and Entire Agreement.

38. Severability

If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

39. Amendments and Waiver

Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

40. No Changes in Terms at Request of Partner

We can’t change these Terms for any one Partner or group.

41. Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

42. Notification of Security Breach

In the event of a security breach that may affect you or anyone who has completed a Roobrik assessment through your instance of the Service, we’ll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone else, you’ll promptly do so.

43. Notices

Any notice to you will be effective when we post it on our Website or send it to the last email or physical address you gave us. Any notice to us will be effective when delivered to us along with a copy to our legal counsel:

44. Entire Agreement

These Terms, and our Privacy Policy (all of which are incorporated into these Terms by reference), and any additional terms you’ve agreed to in your Services Agreement, make up the entire agreement and supersede all prior agreements, representations, and understandings.